Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DIGITAL BRAND MEDIA & MARKETING GROUP,
INC.
Common Stock, par value $0.001
CUSIP #
25385h104
March 6, 2014
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
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25385h104
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13G
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Page 1 of 4
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1.
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Name of Reporting Person ASC
Recap LLC
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I.R.S. Identification
No. of Above Person (entities only) 46-0886068
2.
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Check the Appropriate Box if a Member of a Group
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(a)
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(b)
x
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4.
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Citizenship or Place of Organization
Connecticut
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Number of Shares
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
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59,056,800
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6.
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Shared Voting Power
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59,056,800
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7.
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Sole Dispositive Power
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59,056,800
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8.
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Shared Dispositive Power
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59,056,800
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9.
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Aggregate
Amount
Beneficially
Owned
by Each
Reporting
Person
59,056,800
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Reporting
Person holds
59,056,800
shares of Issuer’s common stock. The shares were issued pursuant
to a partial conversion of a convertible promissory note held by Reporting Person, of which $9,660.00 in principal remains outstanding.
The convertible promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning
greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership
in shares of common stock of Issuer held by any other person or entity.
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10.
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Check if
the Aggregate Amount in Row 9 Excludes Certain Shares
¨
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11.
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Percent of Class Represented
by Amount in Row 9 5.6%
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12.
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Type of Reporting Person
PN
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CUSIP No.
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25385h104
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13G
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Page 2 of 4
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ITEM 1
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(a)
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NAME OF ISSUER
DIGITAL BRAND MEDIA &
MARKETING GROUP, INC.
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(b)
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
747
Third Avenue, NY, NY 10017
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ITEM 2
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(a)
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NAME OF PERSON FILING ASC Recap LLC
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(b)
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ADDRESS OF PRINCIPAL
BUSINESS OFFICE OR, IF NONE, RESIDENCE
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90 Grove Street, Ridgefield
CT 06877
United States of America
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(d)
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TITLE OF CLASS OF SECURITIES
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Common Stock, Par
Value $0.01
25385h104
ITEM 3 If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act
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(b)
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Bank as defined in section 3(a)(6) of the Act
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(c)
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Insurance company as defined in section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment
Company Act of 1940
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
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CUSIP No.
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25385h104
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13G
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Page 3 of 4
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(h)
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A savings association as defined in section 3(b) of the Federal Deposit
Insurance Act
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(i)
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A church plan that is excluded from
the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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If this statement
is filed pursuant to Rule 13d-1(c), check this box
£
(a) Amount
beneficially owned:
Reporting Person holds
59,056,800
shares
of Issuer’s common stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by
Reporting Person, of which $9,660.00 in principal remains outstanding. The convertible promissory note is subject to restriction
of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at
any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other
person or entity.
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(b)
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Percent of class: 5.6%
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(c)
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Number of shares as to which the person has:
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(i)
Sole power to vote or to direct the vote:
59,056,800
(ii)
Shared power to vote or to direct the vote:
59,056,800
(iii)
Sole power to dispose or to direct the disposition of:
59,056,800
(iv)
Shared power to dispose or to direct the disposition of:
59,056,800
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ITEM 5
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
£
ITEM
6 OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
CUSIP No.
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25385h104
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13G
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Page 4 of 4
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ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
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N/A
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ITEM 9
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NOTICE OF DISSOLUTION OF GROUP
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N/A
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ASC Recap LLC
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Stephen Hicks
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By: Stephen Hicks
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Its: President of the General Partner
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Date: March 6, 2014
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